Terms of Service & Conditions of Use
1. Who We Are & What This Covers
These Terms govern your access to and use of:
— The MGEMS Marketing website (mgemsmarketing.net);
— The software platform, client dashboard, and sub-accounts made available at app.mgemsmarketing.net (the "Platform"); and
— Any related services, communications, or features we provide (collectively, the "Service").
The Service is operated by MGEMS Graphics & Printing LLC, doing business as MGEMS Marketing ("Company," "we," "us," "our").
Any other legal notices posted on our website — including our Privacy Policy — are incorporated into these Terms by reference.
2. Eligibility
You must be at least 18 years old and legally able to enter into a binding contract to use the Service. The Service is not directed at, and may not be used by, anyone under 18.
3. Accounts & Registration
3.1 To use the Platform, you must register for an account ("Account") and provide accurate, current, and complete information.
3.2 You are responsible for maintaining the confidentiality of your login credentials, including credentials used via third-party login (e.g., Google OAuth). You are responsible for all activity under your Account.
3.3 You must notify us immediately of any unauthorized use of your Account. We may disable your Account at our discretion if we believe these Terms have been violated.
4. Subscription Plans, Fees & Billing
4.1 Access to the Platform requires an active paid subscription. Plan features, pricing, and usage limits (contacts, users, messaging/calling allowances, etc.) are as described at the time of purchase and may change with notice.
4.2 Billing. Fees are billed in advance on a recurring basis (monthly or annually) to the payment method on file. By subscribing, you authorize us to charge that payment method automatically each billing cycle.
4.3 Usage-Based Charges. Certain features (SMS, email, voice/calling, AI tools, etc.) may incur additional usage-based charges billed according to actual usage and disclosed pricing.
4.4 Failed Payments. If a payment fails, we may suspend or restrict Platform access until payment is resolved. Continued non-payment may result in termination and loss of access to Content.
4.5 No Refunds. Except as required by law, all fees are non-refundable, including for partial-month cancellations or downgrades.
4.6 Price Changes. We may change pricing at any time, effective on your next billing cycle following notice.
4.7 Trial Periods. If offered, a trial converts automatically into a paid subscription at the end of the trial unless cancelled before it expires.
5. Your Content & Data
5.1 You own your Content. Any data, contacts, files, or material you or your clients upload or generate through the Platform ("Content") remains your property. Nothing in these Terms transfers ownership of your Content to us.
5.2 You grant us a limited license to host, store, process, and transmit your Content solely to provide the Service to you.
5.3 You are solely responsible for ensuring you have the necessary rights, consents, and legal basis for any Content or contact data you upload — including opt-in consent for SMS/email marketing sent through the Platform, in compliance with applicable law (e.g., TCPA, CAN-SPAM, or equivalent in your jurisdiction).
5.4 We are not responsible for the accuracy, legality, or completeness of Content you or your clients upload.
5.5 Upon termination of your Account, we may delete your Content in accordance with our data retention practices, subject to applicable law. Export any Content you wish to keep before cancelling.
6. Acceptable Use
You agree not to use the Service to:
6.1 Send unsolicited communications in violation of applicable law (e.g., CAN-SPAM, TCPA);
6.2 Upload or transmit content that is unlawful, defamatory, harassing, fraudulent, obscene, or infringing on others' rights;
6.3 Attempt unauthorized access to the Service, other accounts, or related systems;
6.4 Reverse-engineer, resell, sublicense, or use the Service to build a competing product without our written authorization;
6.5 Interfere with or disrupt the Service or other users' use of it.
We may suspend or terminate accounts that violate this section, with or without notice.
7. SMS Communications
7.1 Opt-In. By submitting your phone number through our website or Platform, you consent to receive SMS communications from MGEMS Marketing, including service updates, appointment/account notifications, and promotional messages. Message frequency varies. Message and data rates may apply.
7.2 Opt-Out. Reply STOP at any time to stop receiving messages. Reply HELP for assistance.
7.3 No Sale of Opt-In Data. We do not sell, share, or transfer SMS opt-in data or phone numbers for third-party marketing purposes. Phone numbers are used only for the communications you've consented to, except as required by law.
7.4 If you use the Platform to send SMS to your own clients/contacts, you are independently responsible for obtaining proper consent from those contacts and complying with TCPA and any other applicable messaging regulations. We are not responsible for your compliance with these laws with respect to your own outbound messaging.
8. Intellectual Property
8.1 The Service — including all software, design, branding, and underlying technology — is owned by us or our licensors and protected by applicable intellectual property law.
8.2 You receive only a limited, non-exclusive, non-transferable license to use the Service as permitted under your subscription plan. Nothing here grants you ownership rights in the Service itself.
8.3 You may not copy, modify, reverse-engineer, or redistribute any part of the Platform's software, code, or design.
9. Third-Party Services & Integrations
9.1 The Service may integrate with or rely on third-party providers (payment processors, telephony providers, email delivery services, AI providers, etc.). We are not responsible for the availability, performance, or acts/omissions of these third parties.
9.2 Additional terms imposed by third-party providers (e.g., Stripe, Google) apply to your use of those integrations.
9.3 Links to third-party websites are provided for convenience only. We do not control, endorse, or take responsibility for the content or privacy practices of linked third-party sites. Access them at your own risk.
10. Service Availability & Changes
10.1 We aim for reliable uptime but do not guarantee uninterrupted, error-free, or secure access. Scheduled maintenance, third-party outages, or technical issues may cause temporary unavailability.
10.2 We may modify, update, or discontinue Platform features at any time, provided such changes do not materially reduce your current plan's core functionality without reasonable notice.
11. Disclaimer of Warranties
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
Nothing on our website or Platform constitutes legal, medical, financial, or other professional advice. Use of the Service is at your own risk, and you should consult an appropriately licensed professional for advice specific to your situation.
12. Limitation of Liability
12.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, MGEMS Graphics & Printing LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES — INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITY — ARISING FROM YOUR USE OF THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.2 OUR TOTAL AGGREGATE LIABILITY FOR ANY CLAIM ARISING FROM THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE TOTAL AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
12.3 Some jurisdictions do not allow the exclusion or limitation of certain damages; in those jurisdictions, our liability is limited to the greatest extent permitted by law.
13. Indemnification
You agree to indemnify, defend, and hold harmless MGEMS Graphics & Printing LLC, its officers, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from: (a) your use of the Service; (b) your Content; (c) your violation of these Terms; or (d) your violation of any law or third-party rights, including consent/compliance failures related to your own SMS or email marketing sent through the Platform.
14. Term, Suspension & Termination
14.1 These Terms remain in effect for as long as you maintain an active Account.
14.2 We may suspend or terminate your Account for violation of these Terms, non-payment, or suspected fraudulent/abusive activity.
14.3 Cancellations must be requested by contacting our support team; self-service cancellation is not available.
14.4 Upon termination, your access to the Service ceases immediately. Sections that by nature should survive termination — including Sections 5, 8, 11, 12, 13 — will survive.
15. Dispute Resolution
15.1 Any claim relating to these Terms or the Service must be brought within one (1) year after the claim arose, or it is waived.
15.2 Any dispute (excluding intellectual property claims) shall be resolved through binding arbitration under the American Arbitration Association's commercial arbitration rules, conducted in New Jersey. Each party bears its own attorney's fees and an equal share of arbitration costs. Claims shall be arbitrated individually and not consolidated with claims of other parties.
16. Governing Law
These Terms are governed by the laws of New Jersey, without regard to conflict-of-law principles.
17. Miscellaneous
Entire Agreement. These Terms, together with our Privacy Policy, constitute the entire agreement between you and us regarding the Service.
Severability. If any provision is found unenforceable, the remaining provisions remain in full effect.
No Waiver. Our failure to enforce any provision is not a waiver of that provision or our right to enforce it later.
Assignment. We may assign these Terms in connection with a merger, acquisition, or sale of assets. You may not assign these Terms without our written consent.
Interpretation. These Terms shall be interpreted according to their fair meaning; the rule of construction resolving ambiguity against the drafting party does not apply, as both parties are deemed to have participated in drafting.
18. Contact
Questions about these Terms:
MGEMS Marketing
3068 State Route 27 STE 6, Kendall Park, NJ 08824-1649
info@mgemsmarketing.net · (855) 275-6436
mgemsmarketing.net/contact